ANALYSIS: Shareholders: power to the people?

It has been quite an autumn for shareholders. First, Carlton Communications chairman Michael Green was ousted from the new ITV plc, then James Murdoch's installation as BSkyB CEO became the subject of media ire. Adam Hill looks at the implications

The battle for reputations in the shareholder activism spats of recent weeks has been entertaining stuff for onlookers.

BSkyB shareholders at last week's AGM rubber-stamped the appointment of James Murdoch to the board as chief executive, despite investors such as the National Association of Pension Funds (NAPF) raising concerns that the hiring smacked of nepotism.

Although the satellite broadcaster hired Finsbury Group to head off any negative fall-out from James Murdoch's appointment, News Corporation - his father Rupert's company - after all owns 35.4 per cent of BSkyB shares. Talk of shareholder revolt against the 30-year-old Murdoch therefore made good copy, but had no real impact

In contrast, Brunswick chairman Alan Parker's PR expertise could not prevent Michael Green being forced off the putative ITV board last month - largely down to Fidelity Investments head Anthony Bolton, who led a group of institutional investors demanding that Green stand down.

As well as raising concerns over Murdoch Junior, the NAPF also urged its members not to re-elect Lord St John of Fawsley, the director who recommended him as the group's CEO to replace Tony Ball. While the ploy ultimately failed, it delivered a blow to the credibility of the former Conservative Minister, who was defeated on a show of hands and elected thanks to the News Corporation block vote going in his favour.

So, should unhappy investors go public? Certainly not, says Chime Communications chairman Lord Bell. 'It is almost always the worst way of going about it. The media becomes hysterical about these things.'

'BSkyB is probably atypical,' says Grandfield chairman Charles Cook.

'Anybody who invested over recent years knew full well what he or she was getting into. Rupert Murdoch's modus operandi is well documented and has provided decent returns for shareholders.'

Other businesses are unable to say the same, as Green can attest after the ITV Digital debacle did as much as anything to weaken his position.

Yet, while there is no doubt that a media 'ambush' by institutions can be a powerful PR tactic to unsettle board members, Cook is dismissive.

'No leading institution would go public without trying to have discussions with the incumbent management first,' he says. 'If they decide changes are necessary to improve the company's performance, they would first take their concerns to the board. Going public is the last resort. The real issue is: can these public punch-ups of the Fidelity/ITV sort be avoided?

They have a destabilising effect on the company involved and aren't necessary if boards are tuned in to the fact that institutional owners are going to be active investors.'

Opinion over how far the ITV and BSkyB situations will persuade other investors to man the barricades is divided. Lord Bell says: 'Yes, it will encourage muscle-flexing. But will it start rampant shareholder activism?

I don't think so.'

Not everyone is so sure. One financial PRO says: 'In the old days, the press used to ring me up asking which analyst they should talk to, but never investors. Now that investors are more willing to go on the record, you're going to see a lot more of this.'

NAPF was taken seriously in the BSkyB debate because its members, along with those of the Association of British Insurers, hold around £600bn - or half - of the UK stock market.

Both have recently signed up to a statement of best practice on shareholder activism. Despite its stance on BSkyB, NAPF director of comms Andy Fleming says: 'It is better to engage with the company than confront. But the Government has been saying for a couple of years that it favours shareholder activism. It is increasingly obvious to UK corporations that bad corporate governance will affect their reputation.'

There has also been a radical shift in the constitution of the financial market, says another observer. 'There is much more aggression. Rather than going to the broker, investors are saying to the press: we don't like it, it's not going to work, we are going to make a bloody big noise,' the source says. 'This is very American. It is all driven by deals. US investment banks are less relationship-driven than corporate brokers of old.'

The stock market's recent sluggishness provides an even more immediate challenge to companies, argues Cook. 'This is not a full-blown bull market, so corporations are going to have to work harder. Shareholders want management that is going to be completely focused on producing excellent performance.'

It all adds up to one thing, one PR insider concludes: 'People have got to know what shareholders want. In comms terms, the principal must have constant dialogue with shareholders. And if you've bungled it so badly that you have lost 35 per cent of them, there is no PR you can do to win over the other 65 per cent.'

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